的 国浩律师（武汉）事务所 关 于 湖北回天新材料股份有限公司 2025 年第二次临时股东大会 法律意见书 湖北省武汉市洪山区欢乐大道一号宏泰大厦 21 楼 邮编：430077 The 21st floor, Hongtai Building, No. 1 Huanle Avenue, Hongshan District, Wuhan city, Hubei Province, China 电话/Tel: (+86)(027) 87301319 传真/Fax: (+86)(027) 87265677 网址/Website:http://www.grandall.com.cn 2025 年 11 月 国浩律师（武汉）事务所 法律意见书 国浩律师（武汉）事务所 关于湖北回天新材料股份有限公司 2025 年第二次临时股东大会的 法律意见书 2025 鄂国浩法意 GHWH197 号 致：湖北回天新材料股份有限公司 国浩律师（武汉）事务所（以下简称"本所"）担任湖北回天新材料股份有 限公司（以下简称"公司"）之常年法律顾问，根据《中华人民共和国公司法》 （以下简称"《公司法》"）、《中华人民共和国证券法》（以下简称"《 ...

Company Overview - Hubei Kaitian New Materials Co., Ltd. is located in Xiangyang, Hubei Province, and was established on September 3, 1998. The company was listed on January 8, 2010. Its main business involves the research, development, production, and sales of fine chemical products such as adhesives and automotive brake fluids [2]. Financial Performance - For the period from January to September 2025, the company achieved operating revenue of 3.285 billion yuan, representing a year-on-year growth of 8.49%. The net profit attributable to the parent company was 216 million yuan, with a year-on-year increase of 32.38% [2]. - Since its A-share listing, the company has distributed a total of 871 million yuan in dividends, with 202 million yuan distributed over the past three years [3]. Stock Performance - As of November 12, the company's stock price decreased by 2.01%, trading at 12.19 yuan per share, with a market capitalization of 6.82 billion yuan. The stock has increased by 34.70% year-to-date, but has seen a decline of 3.56% over the last five trading days [1][2]. - The company experienced a net outflow of 465,000 yuan in principal funds, with large orders accounting for 11.09% of purchases and 12.88% of sales [1]. Shareholder Information - As of September 30, 2025, the number of shareholders increased to 37,900, up by 11.09% from the previous period. The average circulating shares per person decreased by 9.98% to 14,372 shares [2]. - Among the top ten circulating shareholders, Hong Kong Central Clearing Limited is the sixth largest, holding 10.5937 million shares, a decrease of 4.1593 million shares from the previous period [3]. Business Segmentation - The company's main business revenue composition includes: organic silicone at 50.98%, polyurethane adhesives at 28.57%, other adhesives at 19.82%, and others at 0.63% [2]. - The company is classified under the Shenwan industry as basic chemicals - chemical products - organic silicone, and is involved in sectors such as photovoltaic glass, solar energy, new materials, lithium batteries, and solid-state batteries [2].

Core Viewpoint - Hubei Huitian New Materials Co., Ltd. has signed a strategic cooperation agreement with Chongqing Tailan New Energy Co., Ltd. to leverage their respective advantages in the solid-state battery and key materials sector [1] Group 1: Strategic Cooperation Focus - The cooperation will focus on three core areas to establish a comprehensive "R&D - Supply Chain - Ecosystem" collaboration system [1] - The first area involves joint efforts to tackle core technologies, specifically addressing the unique requirements of solid-state batteries in ionic conductivity, solid-solid interfaces, and adhesive bonding for powder anodes and cathodes [1] - The second area emphasizes enhanced product sales collaboration, with Tailan New Energy designating Huitian New Materials as a strategic supplier for adhesives, while Huitian will ensure capacity reserves for solid-state battery adhesives [1] - The third area explores new paths for capital cooperation, with plans to jointly establish an industrial fund focused on investing in high-quality targets within the solid-state battery industry chain [1]

Core Points - The company announced that the first lock-up period for its fourth core team stockholding plan will expire on November 10, 2025 [2] - A total of 7,880,282 shares will be unlocked, representing 1.41% of the company's total share capital [2] - The unlocking date for these shares is set for November 11, 2025 [2]

| 证券代码：300041 | 证券简称：回天新材 | 公告编号：2025-66 | | --- | --- | --- | | 债券代码：123165 | 债券简称：回天转债 | | 关于第四期核心团队持股计划第一个锁定期届满的提示性公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 湖北回天新材料股份有限公司（以下简称"公司"）于 2024 年 4 月 26 日召 开第九届董事会第二十一次会议及第九届监事会第十八次会议、于 2024 年 5 月 10 日召开 2023 年年度股东大会，审议通过了《关于<公司第四期核心团队持股 计划（草案）>及其摘要的议案》《关于<公司第四期核心团队持股计划管理办法> 的议案》等相关议案，同意公司实施第四期核心团队持股计划（以下简称"本期 核心团队持股计划"），且股东大会授权董事会办理本期核心团队持股计划相关 事宜。公司于 2024 年 6 月 12 日召开第九届董事会第二十三次会议，审议通过了 《关于修订<公司第四期核心团队持股计划（草案）>及其摘要的议案》《关于修 订<公司第四期核心团队持股计划管理办法>的议案》。前述 ...

Investment Rating - The industry investment rating is "Positive" (maintained) [1] Core Viewpoints - The solid-state battery sector is transitioning from laboratory stages to mass production validation, with expectations for small batch vehicle trials by the end of 2025 and widespread trials in 2026-2027. Emerging applications in low-altitude, robotics, and AI are expected to expand the market for solid-state batteries, accelerating industrialization [24][28][30] Summary by Sections Industry Overview - The solid-state battery index increased by 3.1% during the week from November 3 to November 7, 2025, with a cumulative increase of 67.8% since December 31, 2024. In comparison, the CSI 300 index rose by 18.9% during the same period [4][10][11] Recent Developments - On November 6, 2025, Haimeixing announced it successfully established a complete production process for lithium metal solid-state batteries, securing the industry's first commercial order for high-energy lithium metal solid-state battery equipment, valued at 400 million yuan for a scale of 2GWh. The company is also advancing its full-chain layout for sulfide solid-state battery equipment [28][29] - A strategic cooperation agreement was signed between Huitian New Materials and Tailan New Energy on November 3, 2025, focusing on joint research and development of solid-state battery adhesives, addressing technical challenges such as ionic conductivity and solid-solid interface bonding [30][31] Individual Stock Performance - The top five performing stocks during the week included Huasheng Lithium Battery (+61.2%), Sanxiang New Materials (+20.6%), and Tianji Shares (+17.4%). Conversely, the stocks with the largest declines were Naconoer (-9.9%), Honggong Technology (-9.7%), and Haicheng Pharmaceutical (-9.4%) [16][20][22] Industry Dynamics - A joint venture agreement was signed on November 6, 2025, between Lichun Group's subsidiary and Kunlun New Materials to accelerate the commercialization of sulfide and oxide electrolytes through research, trial production, and equity investment [26] - The fifth xEV Battery Technology Forum and the third Solid-State Battery Technology Industry Conference were held in Shanghai on November 3-4, 2025, where industry players disclosed significant technological breakthroughs [27]

Core Viewpoint - The PVDF concept sector has seen a rise of 2.38%, ranking 7th among concept sectors, with 14 stocks increasing in value, including notable gains from companies like Duofluor and Shenzhen New Star, which hit the daily limit [1][2]. Market Performance - The top-performing concept sectors today include: - Organic Silicon: +4.65% - Fluorochemical: +3.92% - Silicon Energy: +3.67% - Phosphate Chemical: +3.47% - Titanium Dioxide: +3.37% - PVDF: +2.38% [2] - The PVDF sector attracted a net inflow of 1.199 billion yuan, with 9 stocks receiving significant capital inflows, and 5 stocks seeing over 50 million yuan in net inflow [2]. Key Stocks in PVDF Sector - The leading stocks in terms of net capital inflow and performance include: - Duofluor: +10.01%, net inflow of 838.53 million yuan, net inflow ratio of 11.72% - Zhejiang Zhongcheng: +9.95%, net inflow of 159.31 million yuan, net inflow ratio of 45.45% - Purtai: +2.74%, net inflow of 85.67 million yuan, net inflow ratio of 5.08% [3][4]. Declining Stocks - Stocks with notable declines include: - Zhongchuang Environmental Protection: -4.44% - Shengjing Micro: -2.18% - Dongfeng Group: -2.00% [1][4].

Core Insights - The PVDF concept sector saw a rise of 2.50%, ranking third among concept sectors, with 13 stocks increasing in value, including Shenzhen Xinxing which hit the daily limit, and Dongyangguang, Juhua Co., and Dongfeng Group showing notable gains of 4.62%, 4.28%, and 3.96% respectively [1] - The sector experienced a net outflow of 106 million yuan in main funds, with 11 stocks receiving net inflows, and 7 stocks seeing inflows exceeding 10 million yuan, led by Shenzhen Xinxing with a net inflow of 60.31 million yuan [2] - The top three stocks by net inflow ratio were Shenzhen Xinxing, Jinming Precision, and Zhejiang Zhongcheng, with ratios of 16.67%, 7.19%, and 6.86% respectively [3] Sector Performance - The PVDF concept sector's performance was highlighted by the significant daily increase, with Shenzhen Xinxing leading the gains [1] - Other notable performers included Dongyangguang and Juhua Co., which also contributed to the overall positive movement in the sector [1] - Conversely, stocks such as Duofluor and Huitian New Materials faced declines, with respective decreases of 1.39% and 1.11% [1] Fund Flow Analysis - The main fund flow analysis indicated that Shenzhen Xinxing attracted the highest net inflow, followed by Dongyangguang and Zhejiang Zhongcheng, reflecting strong investor interest in these stocks [2][3] - The net inflow ratios for the leading stocks suggest a robust demand, particularly for Shenzhen Xinxing, which indicates a strong market sentiment towards this stock [3] - The overall net outflow in the PVDF sector suggests a mixed sentiment among investors, despite the positive price movements of certain stocks [2]

Investment Rating - The industry rating is "Outperform the Market" indicating that the overall return of the industry is expected to exceed the market benchmark index by more than 5% in the next 6 months [47]. Core Insights - The Wind New Materials Index closed at 5143.87 points, up 3.19% week-on-week, with notable gains in sectors such as lithium battery materials, which surged by 13.5% [3][9]. - The approval of the IPO for Moer Thread marks a significant development in the semiconductor materials sector, highlighting the ongoing trend of domestic production acceleration [4][25]. - The Fourth Plenary Session of the 20th Central Committee emphasized the development of new materials as a key pillar industry, potentially creating several trillion-level markets over the next decade [4][28]. Summary by Sections Overall Market Review - The Wind New Materials Index increased by 3.19% during the week of October 27 to October 31, 2025, with the semiconductor materials index declining by 1.34% and the lithium battery index rising by 13.5% [3][9]. Key Company Performance - Top gainers for the week included Fangda Carbon (19.84%), Jingrui Electric Materials (16.1%), and Huitian New Materials (13.21%) [21][22]. Recent Industry Hotspots - The approval of Moer Thread's IPO on October 30 is a significant milestone for the semiconductor sector [4][25]. - The Fourth Plenary Session's focus on new materials as a trillion-level industry indicates strong future growth potential [4][28]. - Lithium hexafluorophosphate prices have surged over 120% in less than four months, reflecting high demand and supply constraints [28]. Related Data Tracking - The Philadelphia Semiconductor Index rose by 3.61% during the same week, indicating positive momentum in the semiconductor sector [29].

Investment Rating - The investment rating for the company is maintained as "Buy" [4] Core Insights - The company reported a revenue of 3.285 billion yuan for the first three quarters of 2025, representing a year-on-year increase of 8.49%, and a net profit attributable to the parent company of 216 million yuan, up 32.38% year-on-year [1] - In Q3 2025, the company achieved a revenue of 1.117 billion yuan, a year-on-year increase of 10.02% and a quarter-on-quarter increase of 1.80%, with a net profit of 73 million yuan, reflecting a significant year-on-year increase of 179.06% [1][2] - The company's gross margin improved to 23.69% in Q3, up 6.97 percentage points year-on-year, and the net margin reached 6.67%, an increase of 3.99 percentage points year-on-year [2] Summary by Sections Revenue and Profitability - The company’s main adhesive products, including electronic adhesives, automotive adhesives, photovoltaic adhesives, and packaging adhesives, all showed steady growth in sales [2] - The improvement in profitability is attributed to the rising gross margins of lithium battery, packaging, and photovoltaic adhesives, with the lithium battery segment benefiting from increased production and cost reduction [2][3] Market Position and Future Prospects - The company is a leader in the photovoltaic adhesive market, with a strong market share, and is expected to stabilize its profitability due to effective cost management and new product breakthroughs [3] - The company’s electronic and automotive segments saw revenue growth exceeding 20% and 30% year-on-year, respectively, driven by new project outputs and ongoing business expansion [3] Financial Forecast - The projected net profits for the company from 2025 to 2027 are 241 million, 306 million, and 402 million yuan, with year-on-year growth rates of 137.05%, 26.74%, and 31.32% respectively [4] - The current price-to-earnings (P/E) ratios are projected to be 28.41, 22.41, and 17.07 for the years 2025, 2026, and 2027 [4]